Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On April 21, 2008, Bottomline Technologies, Inc. the (“Company”) acquired all of the outstanding shares of Optio Software, Inc. (“Optio”). Optio is a US based company with operations in the United States, the United Kingdom, Germany and France, that provides software solutions dedicated to automating, managing and controlling the entire lifecycle of document intensive processes, while extending the value of its customers’ enterprise resource planning and hospital information systems.  The purchase consideration for Optio was approximately $44.9 million in cash.  

The unaudited pro forma condensed combined balance sheet as of March 31, 2008 was prepared as if the acquisition had occurred on that date and combines the historical consolidated balance sheet of the Company as of that date with the historical consolidated balance sheet of Optio as of January 31, 2008.  The unaudited pro forma condensed combined statements of operations for the twelve months ended June 30, 2007 and the nine months ended March 31, 2008 were prepared as if the acquisition had occurred on July 1, 2006 and combine the historical consolidated statements of operations of the Company for the twelve and nine month periods then ended with the historical consolidated statements of operations of Optio for the twelve months ended April 30, 2007 and nine months ended January 31, 2008, respectively.

The unaudited pro forma condensed combined financial statements have been prepared for informational purposes only, to show the effect of the combination of the Company and Optio on a historical basis. These financial statements do not purport to be indicative of the financial position or results of operations that would have actually occurred had the business combination been in effect at those dates, nor do they project the results of operations or financial position for any future period or date.

The unaudited pro forma condensed combined financial statements do not reflect any adjustments for non-recurring items or anticipated synergies resulting from the acquisition. The purchase price allocation is not finalized, as the Company was still in the process of obtaining fair value estimates of assets acquired (including intangible assets) and liabilities assumed (including acquired deferred revenue) as of the date of this filing. Accordingly, the Company has prepared the pro forma adjustments based on assumptions that it believes are reasonable but that are subject to change as additional information becomes available and the preliminary purchase price allocation is finalized.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

March 31, 2008

(in thousands)

	Historical Bottomline			Historical Optio			Pro Forma Adjustments				Pro Forma Combined
Assets
Current Assets:
Cash and marketable securities	$	76,932		$	10,073		$	(44,931	)	(A)	$	42,074
Accounts receivable, net		19,890			3,608							23,498
Other current assets		4,540			814							5,354
Total current assets		101,362			14,495			(44,931	)			70,926
Property and equipment, net		8,846			2,430							11,276
Intangible assets, net		75,322			3,264			37,874		(B)		116,460
Other assets		2,612			89			1,638		(C)		4,339
Total assets	$	188,142		$	20,278		$	(5,419	)		$	203,001
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	6,495		$	1,068		$				$	7,563
Accrued expenses		7,098			2,237			3,457		(D)		12,792
Deferred revenue and deposits		25,028			7,729			(4,479	)	(E)		28,278
Total current liabilities		38,621			11,034			(1,022	)			48,633
Deferred revenue, non current		2,208			-							2,208
Deferred income taxes		4,876			-			3,144		(C)		8,020
Other liabilities		1,029			1,703							2,732
Total liabilities		46,734			12,737			2,122				61,593
Stockholders' equity:
Common stock		26			54,359			(54,359	)	(F)		26
Additional paid-in-capital		275,247			-							275,247
Accumulated other comprehensive income		7,534			400			(400	)	(F)		7,534
Treasury stock		(19,846	)		(1,796	)		1,796		(F)		(19,846	)
Accumulated deficit		(121,553	)		(45,422	)		45,422		(F)		(121,553	)
Total stockholders' equity		141,408			7,541			(7,541	)			141,408
Total liabilities and stockholders' equity	$	188,142		$	20,278		$	(5,419	)		$	203,001

See accompanying notes

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED JUNE 30, 2007

(in thousands except per share amounts)

	Historical Bottomline			Historical Optio			Pro Forma Adjustments				Pro Forma Combined
Revenues:
Software licenses	$	14,102		$	7,103		$				$	21,205
Subscriptions and transactions		26,767			2,408			(377	)	(G)		28,798
Service and maintenance		63,887			18,571			(4,041	)	(G)		78,417
Equipment and supplies		13,579			-							13,579
Total revenues		118,335			28,082			(4,418	)			141,999
Cost of revenues:
Software licenses		744			648							1,392
Subscriptions and transactions		12,138			-							12,138
Service and maintenance		30,009			6,807							36,816
Equipment and supplies		10,168			-							10,168
Total cost of revenues		53,059			7,455							60,514
Operating expenses:
Sales and marketing		31,654			10,587							42,241
Product development and engineering		16,069			5,625							21,694
General and administrative		19,320			4,584							23,904
Depreciation		-			648							648
Amortization of intangible assets		9,324			347			9,089		(H)		18,760
Total operating expenses		76,367			21,791			9,089				107,247
Loss from operations		(11,091	)		(1,164	)		(13,507	)			(25,762	)
Other, net		3,177			429			(1,415	)	(I)		2,191
Loss before provision (benefit) for income taxes		(7,914	)		(735	)		(14,922	)			(23,571	)
Provision (benefit) for income taxes		(884	)		99			(580	)	(J)		(1,365	)
Net loss	$	(7,030	)	$	(834	)	$	(14,342	)		$	(22,206	)
Basic and diluted net loss per common share	$	(0.30	)	$	(0.04	)					$	(0.95	)
Shares used in computing basic and diluted net loss per share		23,539			22,382							23,359

See accompanying notes

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

NINE MONTHS ENDED MARCH 31, 2008

 (in thousands except per share amounts)

	Historical Bottomline			Historical Optio			Pro Forma Adjustments				Pro Forma Combined
Revenues:
Software licenses	$	9,906		$	5,451		$				$	15,357
Subscriptions and transactions		21,407			1,932							23,339
Service and maintenance		54,127			13,312			(57	)	(G)		67,382
Equipment and supplies		9,786			-							9,786
Total revenues		95,226			20,695			(57	)			115,864
Cost of revenues:
Software licenses		598			491							1,089
Subscriptions and transactions		11,723			-							11,723
Service and maintenance		23,504			5,387							28,891
Equipment and supplies		7,024			-							7,024
Total cost of revenues		42,849			5,878							48,727
Operating expenses:
Sales and marketing		22,777			7,694							30,471
Product development and engineering		12,468			3,414							15,882
General and administrative		13,702			4,279							17,981
Depreciation		-			574							574
Amortization of intangible assets		7,958			209			5,859		(H)		14,026
Total operating expenses		56,905			16,170			5,859				78,934
Loss from operations		(4,528	)		(1,353	)		(5,916	)			(11,797	)
Other, net		2,790			275			(1,061	)	(I)		2,004
Loss before provision for income taxes		(1,738	)		(1,078	)		(6,977	)			(9,793	)
Provision (benefit) for income taxes		84			(77	)		(165	)	(J)		(158	)
Net loss	$	(1,822	)	$	(1,001	)	$	(6,812	)		$	(9,635	)
Basic and diluted net loss per common share	$	(0.08	)	$	(0.05	)					$	(0.40	)
Shares used in computing basic and diluted net loss per share		23,806			21,940							23,806

See accompanying notes

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.   Pro Forma Adjustments (dollar amounts in thousands):

The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet:

(A)   To record cash paid by the Company as purchase consideration to the selling stockholders of Optio.

(B)   To reflect the estimated net increase in intangible assets arising from the Optio acquisition as follows:

Tradename	$	709
Contract backlog		569
Technology		12,195
Customer related assets		18,732
Goodwill		5,669
	$	37,874

The valuation of the acquired intangible assets has not been finalized by Bottomline and these intangible asset values are subject to change in the final purchase price allocation.

(C)   To record the adjustment for deferred taxes arising in the acquisition.  Deferred taxes relate to intangible assets that will be amortized for financial reporting purposes but that will not be deductible for tax return purposes, and also relate to acquired deferred revenue which will result in a reduction to revenue for financial reporting purposes with no corresponding reduction to revenue for tax return purposes.

(D)   To record adjustment for acquisition related costs ($1,585) which relate principally to accounting, legal and investment banker fees, and to record costs for certain exit activities ($1,872) which relate principally to severance and change of control payments incurred in connection with the acquisition.

(E)   To record the preliminary, estimated fair value adjustment to acquired deferred revenue.  The preliminary fair value represents an amount equal to the estimated costs of fulfilling the acquired contracts plus a reasonable profit margin.  The valuation of the acquired deferred revenue has not been finalized by the Company and is subject to change in the final purchase price allocation.

(F)   To record the elimination of the historical stockholders equity of Optio.

The following pro forma adjustments are included in the unaudited pro forma condensed combined statement of operations:

(G)   To record the effect of the preliminary, estimated fair value adjustment to acquired deferred revenue.  The preliminary fair value represents an amount equal to the estimated costs of fulfilling the acquired contracts plus a reasonable profit margin.  The valuation of the acquired deferred revenue has not been finalized by the Company and is subject to change in the final purchase price allocation.

(H)   To record additional amortization expense related to intangible assets arising in the Option acquisition.  The valuation of the acquired intangible assets has not been finalized by the Company and is subject to change in the final purchase price allocation.  Further, pro forma amortization expense has been calculated herein using the straight line method.  Upon completion of the valuation process, the Company may conclude that the intangible assets should be amortized on a basis other than straight line.  For purposes of the pro forma adjustments presented, we have used the following estimated asset lives:

Tradename	1 year
Contract backlog	1 year
Technology	3 years
Customer related assets	5 years

(I)   To record a reduction in interest income as a result of the cash consideration paid by the Company.  The pro forma impact on interest income assumes a 3.15% annual interest income rate.

(J)   To record the estimated tax impact of the pro forma adjustments at the blended statutory tax rates in effect in the underlying tax jurisdictions for which a pro forma tax impact is applicable.

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